---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-23-022170"
form_type: "8-K"
ticker: null
cik: "0001755755"
company_name: "VINEBROOK HOMES TRUST, INC."
filed_at: "2023-08-04T23:59:59+00:00"
generated_at: "2026-06-12T06:11:58.564299+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# VineBrook internalizes manager via OP units and cash, issues $63.7M Series B Preferred, amends credit facility

## Summary
- Acquired external manager for 302,311 Class C OP units and $2.65M cash; now internally managed.
- Issued 2,548,240 shares of 9.50% Series B Preferred Stock for $63.7M gross proceeds.
- Credit agreement amended: covenant waivers obtained, mandatory prepayment to reduce outstanding from $1.27B to $850M.
- Side letter agreement terminated; all guarantor obligations released.
- Series B Preferred carries 9.50% dividend, increasing after year 4; initial payment Oct 10, 2023.

## SEC filing metadata
- accession: 0001437749-23-022170
- form_type: 8-K
- cik: 0001755755
- company_name: VINEBROOK HOMES TRUST, INC.
- filed_at: 2023-08-04T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 1.02, 2.03, 3.02, 3.03, 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1755755/000143774923022170/0001437749-23-022170-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1755755/000143774923022170/vhti20230802_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-23-022170
- JSON: https://secwatch.observer/filing/0001437749-23-022170.json
- Plain text: https://secwatch.observer/filing/0001437749-23-022170.txt

## Key facts
- Executive change
  Mr. Sprong was appointed as Managing Partner and Chief Executive Officer at VINEBROOK HOMES TRUST, INC..
  - Action: will serve as
  - Role: Managing Partner and Chief Executive Officer
  source text: Mr. Sprong will serve as Managing Partner and Chief Executive Officer of the Manager
  evidence_url: https://www.sec.gov/Archives/edgar/data/1755755/000143774923022170/0001437749-23-022170-index.htm
- Executive change
  Mr. McGarry was appointed as Managing Partner and Chief Operating Officer at VINEBROOK HOMES TRUST, INC..
  - Action: will serve as
  - Role: Managing Partner and Chief Operating Officer
  source text: Mr. McGarry will serve as Managing Partner and Chief Operating Officer of the Manager
  evidence_url: https://www.sec.gov/Archives/edgar/data/1755755/000143774923022170/0001437749-23-022170-index.htm
- Governance Changes
  VINEBROOK HOMES TRUST, INC.: Adopted amendment to Bylaws providing that Series B Preferred Stock is not subject to consent-based transfer restrictions (effective 2023-07-31).
  - Change: bylaw amendment
  - Effective: 2023-07-31
  source text: effective July 31, 2023, the Company adopted an amendment to the Company’s Bylaws to provide that the Series B Preferred Stock will not be subject to the provisions of the Company’s charter prohibiting transfer of shares of Series B Preferred Stock without the Company’s prior written consent.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1755755/000143774923022170/0001437749-23-022170-index.htm
- Governance Changes
  VINEBROOK HOMES TRUST, INC.: Filed Articles Supplementary classifying and designating Series B Preferred Stock (effective 2023-07-31).
  - Change: charter amendment
  - Effective: 2023-07-31
  source text: On July 31, 2023, in connection with the Preferred Stock Offering, the Company filed with the State Department of Assessments and Taxation of the State of Maryland Articles Supplementary (the “Articles Supplementary”) to the Articles of Amendment and Restatement of the Company classifying and designating 3,000,000 shares of the Series B Preferred Stock.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1755755/000143774923022170/0001437749-23-022170-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.